EXHIBIT 5.1
June 15, 2000
EarthShell Corporation
9020 Junction Drive, Suite D
Annapolis Junction, Maryland 20701
Re: Registration Statement on Form S-8Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel for EarthShell Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 10,000,000
shares of the Company's common stock issuable under the Company's 1995 Stock
Incentive Plan, as amended, and 1994 Stock Option Plan (collectively with the
1994 Plan, the "Plans"). In connection therewith, we have examined, among other
things, the Registration Statement on Form S-8 (the "Registration Statement")
proposed to be filed by the Company with the Securities and Exchange Commission
on or about June 19, 2000. We have also examined the proceedings and other
actions taken by the Company in connection with the authorization and
reservation of the shares of common stock issuable under the Plans and such
other matters as we deemed necessary for purposes of rendering this opinion.
Based upon the foregoing, and in reliance thereon, we are of the
opinion that the shares of common stock issuable under the Plans, when issued,
delivered and paid for in accordance with the Plans and the agreements
evidencing awards thereunder and in the manner described in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
RKM/CMN
